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E-FILED
McCormick, Barstow, Sheppard, 7/6/2018 4:37 PM
Wayte & Carruth LLP FRESNO COUNTY SUPERIOR COURT
Gregory S. Mason, #148997 By: C. Cogburn, Deputy
greg.mason@mcecormickbarstow.com
Ben Nicholson, #239893
ben.nicholson@mccormickbarstow.com
Vanessa M. Cohn, #314619
vanessa.cohn@mecormickbarstow.com
7647 North Fresno Street
Fresno, California 93720
Telephone: (559) 433-1300
Facsimile: (559) 433-2300
Attorneys for Defendant, PANOCHE WATER
DISTRICT
SUPERIOR COURT OF THE STATE OF CALIFORNIA
10 COUNTY OF FRESNO
ll
12 STEPHEN W. SLOAN, an individual, Case No. 18CECG00511
13 Plaintiff, REQUEST FOR JUDICIAL NOTICE IN
SUPPORT OF DEMURRER TO
14 Vv. PLAINTIFF’S COMPLAINT
15 PANOCHE WATER DISTRICT, a California Date: August 22, 2018
water district; and DOES 1-100 inclusive, Time: 3:30 p.m.
16 Dept.: 503
Defendants. Judge: Hon. Kimberly Gaab
17
18 Action Filed: February 8, 2018
Trial Date: Not Assigned
19
20 Pursuant to Evidence Code (“Evid. Code”) §§ 450, ef seq., California Code of Civil Procedure
21 (“C.C.P.”) § 430.70, and California Rule of Court 3.1306(c), Defendant PANOCHE WATER
22 DISTRICT hereby requests that this Court take judicial notice of court records previously filed with this
23 Court. Defendants submit this Request For Judicial Notice in Support of Defendants’ concurrently-filed
24 Demurrer to Plaintiffs Complaint in the above-captioned action.
25 A trial court must take judicial notice of court records and/or papers previously filed with it
26 upon request by a party, where: (a) the requesting party gives each adverse party sufficient notice of the
27 request, through the pleadings or otherwise, to enable the adverse party to prepare to meet the request;
28 and, (b) the requesting party furnishes the court with sufficient information to enable it to take judicial
McCormick, BARSTOW,
‘SHEPPARD, WAYTE &
CARRUTHLLP
7047 NORTH FRESNO STREET
FRESNO, CA93720 REQUEST FOR JUDICIAL NOTICE IN SUPPORT OF DEMURRER TO PLAINTIFF'S COMPLAINT
notice of the matter. (Evid. Code, §§ 452(d), 453(a) — (b).)
For the foregoing reasons, Defendants request that this Court take judicial notice of Plaintiffs
Complaint, filed with this Court on February 8, 2018, a true and correct copy of which is attached
hereto as Exhibit “A”, and which has been served upon Plaintiff in accordance with Evid. Code §§ 451
— 453.
Dated: July 6, 2018 McCORMICK, BARSTOW, SHEPPARD,
WAYTE & CARRUTH LLP
ji
By: [LMAMALELS UAL
Gregory S. Mason
10 Ben Nicholson
‘Vanessa M. Cohn
ll Attorneys for Defendant, PANOCHE WATER
122 DISTRICT
37472-00000 5220469.1
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22,
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McCormick, BARSTOW,
SHEPPARD, WAYTE &
CARRUTHLLP 2
7087 NORTH FRESNO STREET
FRESNO, CA3720 REQUEST FOR JUDICIAL NOTICE IN SUPPORT OF DEMURRER TO PLAINTIFF’S COMPLAINT
EXHIBIT “A”
P. Rodarakis, SBN 222214
RODARAKIS & SOUSA, APC
100 Sycamore event Suite 101
Modesto, CA 95354
Telephone:
Facamile: é 09) 544-1085
2 109) 554-5232 E-FILED
2/8/2018 2:59 PM
FRESNO COUNTY SUPERIOR COURT
Attomeys for Plaintiff
Stephen W, Sloan By: K, Mendoza, Deputy
SUPERIOR COURT OF CALIFORNIA
COUNTY OF FRESNO
10 STEPHEN W. SLOAN, an individual,
Case No. 18CECG00511
Il Plaintiff,
COMPLAINT
12 v8.
13 PANOCHE WATER DISTRICT, a California
water district; and DOES 1-100 inclusive,
14
Defendants.
15
16
Plaintiff Stephen W. Sloan (hereinafter "Plaintiff" or “Sloan") hereby alleges against Defendant
17
Panoche Water District, a California water district (hereinafter "Defendant" or "Panoche WD") as
18
follows:
19
GENERAL ALLEGATIONS
20
1 Plaintiff Sloan is, and at all times herein mentioned was, an individual residing in
21
Merced County, California,
2. Plaintiff is informed and believes and thereon alleges that Defendant Panoche WD, and
23
at all times herein mentioned was, a California water district duly formed and existing under the laws of|
24
this State, with its principal place of business located in Fresno County, California.
25
3. Plaintiff is ignorant of the true names or capacities of Defendants sued herein as DOES
26
1 through 100, inclusive, and therefore, sues such Defendants by such fictitious names, Plaintiff will
27
amend this Complaint to allege the true names and capacities of such Defendants if and when
28
COMPLAINT
ascertained, Plaintiff alleges that each such fictitiously-named Defendant is responsible in some
manner for the occurrences
herein alleged, and that Plaintiff's damages as herein alloged were
proximately caused thereby.
4. Plaintiff owns multiple agricultural wells situated on certain real property located
adjacent to the Delta-Mendota Canal and on certain real property located adjacent to the Central
California lrigation District's Outside Canal (hereinafter collectively referred to as the "Hamburg
Wells").
5 Since the early-1980s, Sloan has repeatedly entered into verbal agreements with
Panoche WD for the purchase and sale and delivery of irrigation water from the Hamburg Wells to
10 Panoche WD. Sloan's communications for those agreements were always with Dennis Falaschi on
li behalf of Panochs WD.
12 6. In or about 2015, Panoche WD's general manager, Dennis Falaschi ("Falaschi"),
13 approached Sloan and offered
to purchase 2,500 acre feet of water per water year, for
a period of three
14 years, at the rate of $800 per acre foot from the Hamburg Wells (hereinafter the "Agreement"), A
15 “water year” runs from March 1 to the last day of February the following year and the Agreement was
16 to commence
on March 1, 2016, Panoche WD was periodically and as needed, request specific
7 quantities of water for delivery by Sloan. Sloan accepted. Sloan is informed and believes and thereon
18 alleges that the Agreement was presented to and approved by the Board of Directors for the Panoche
19 WD.
20 7. In or about 2016, prior to the delivery of any water, Sloan offered
to modify the
al agreement such that Panoche WD would purchase 3,500 acre feet of water per water year, for a period
of five years, at the reduced
rate of $600 per acre foot from the Hamburg
Wells (hereinafter the
"Modified Agreement"). Falaschi agreed to the modification.
24 8 During the 2016 water year, Panoche WD ordered and Sloan delivered 2,548.91 acre
25 feet
of water. Sloan billed Panoche WD and Panoche WD paid, the rate of $600 per acre foot for that
26 water. Under the terms of the Modified Agreement, Panoche WD was required
to purchase 3,500 acre
27 feet of water
per year. For the 2016 water year, Panoche WD fell short of its purchase requirement by
28
COMPLAINT
951.09 acre feet of water. On or about August 2, 2017, Sloan sent an invoice to Panoche WD, charging
for the deficit, A true and correct copy of Invoice #110, is attached hereto as Exhibit
A.
9 Panoche
WD failed
to purchase any water for the 2017 water year. On or about August
2, 2017, Sloan sent an invoice to Panoche WD, charging for the entire 3,500 acre feet of water. A tre
and correct copy of Invoice #111, is attached hereto as Exhibit B.
10, Panoche
WD now denies the existence of the Agreement and/or the Modified
Agreement.
FIRST
CAUSEOF ACTION
(reach of Contract)
[As Against All Defendants, and DOES 1 throngh 100, inclusive]
10 1. Plaintiff hereby incorporates by reference each and every allegation contained in the
il preceding paragraphs, as though fully set forth herein and made a part hereof.
12 12. Sloan and Panoche WD entered into an Agreement and « Modified Agreement, wherein
13 Sloan agreed to deliver and Panoche WD agreed to purchase a specific amount of irrigation water, each
4 water year, for a period of years, at an agreed upon rate per acre foot, commencing on or about March
5 1, 2016.
16 13. The Defendant breached the agreements by failing to request and purchase the entire
17 allotment of irrigation water that it was required to purchase and accept deliver of under the
18 agreements, for the 2016 and the 2017 water years.
19 4. Sloan has performed each and every covenant and condition of the agreements, except
20 for those which the Defendant prevented Sloan from performing, or which were waived
or excused by
21 the Defendant's breaches, anticipated breaches, and other misconduct, as alleged herein.
15. As a result of the Defendant's breaches, Sloan has been damaged in amounts to bs
shown at the time of trial.
23
WHEREFORE, Plaintiff prays judgment against Defendant as hereinafter set forth.
25 ND 0)
(Anticipatory Breach of Contract)
26 IAs Against All Defendants, and DOES 1 through 100, inclusive]
27 16. Plaintiff hereby incorporates by reference each and every allegation contained in the
28 preceding paragraphs, as though fully set forth herein and made a part hereof,
COMPLAINT
17. Sloan and Panoche WD entered into an Agreement and a Modified Agreement, wherein
Sloan agreed to deliver and Panoche WD agreed to purchase a specific amount of irrigation water, each
‘water year, for a period of years, at an agreed upon rate per acre foot, comme
onncing
or about March
1, 2016. Under
the Agreement, Panoc
WD was tohe
purchase 2,500 acre feet of water per water year
from Sloan, for a period of three years, at the rate of $800 per acre foot, Under
the Modified
Agreement, Panoc
WD was tohe
purchase 3,500 acre feet of water per water year from Sloan, fora
period of five years, at the rate of $600 per acre foot.
18. During the 2016 water year, Defendant ordered 2,548.91 acre fest of irrigation water
from Sloan and paid $600 per acre foot for said irrigation water. For the 2016 water year, Panoche WD
10 fell short of its purchase requirement by 951.09 acre feet of water, For the 2017 water year, Panoche
11 failed to order any irrigation
water from Sloan.
12 19. In or about late 2017, the Defendant antic
breached
ipato the agreements
rilyby denying
13 that any such agreem were ents
entered into, thereby indicating it has no intention of honoring the
14 remainder of the term of on the Modified Agreement.
15 20. Sloan has performed each and every covenant and condition of the agreements, except
16 for those which the Defendant prevented Sloan from performing, or which were waived or excused by
17 the Defendant's breaches, anticipated breaches, and other misconduct, as alleged herein,
18 21, Asa result of the Defendant's anticipatory breaches, Sloan has been and will be
19 damaged
in amounts to be shown
at the time of trial.
20 WHEREFORE, Plaintiff prays judgment against Defendant as hereinafter set forth.
21
USE.
@reach of Implied Covenant of Good Faith and Fair Dealing)
{As Against All Defendants, and DOES 1 throngh 106, inclusive]
23
22, Plaintiff hereby incorporates by reference each and every allegation contained in the
preceding paragraphs, as though fully set forth herein and made a part hereof,
25 23, Sloan and Panoche WD entered into an Agreemen
and
t 8 Modified Agreement, wherein
26
Sloan agreed to deliver and Panoche
WD agreed to purchas
a specific
e amou
of imigation
nt water, each
27 water year, for a period
of years, at an agreed upon rate per acre foot, commencing on or about March
28
1, 2016.
COMPLAINT
24, All of the agreements between Sloan and the Defendant conta
an implied
ined covenant
of good faith and fair dealing, which provided that each party would deal fairly with the other, and that
neither party would do anything to deprive the other party of the benefits of the agreements,
25. The Defendant breached the implied covenant of good faith and fair dealing,
by failing
to request and purchase the entire allotment of irrigation water that it was required to purchase and
accept deliver of under the agreements, for the 2016 and the 2017 water years. The Defendants
has
further breached the implied covenant of good fuith and fair dealing, by indica
that it ting
will not honor
the remainder
of years left under the agreements for it to perform thereunder.
26. Sloan has performed cach and every covenant end condition of the agreements, except
10 for those which the Defendant prevented Sloan from perfor
or which
ming,
were waived or excused by
11 the Defendant's breaches, anticipated breaches, and other misconduct, as alleged herein. —
12 27. As a result of the Defendant's breaches, Sloan has been damaged in amounts to be
13 shown. at the time of trial.
14 WHEREFORE, Plaintif
prays judgment
f against Defendant as hereinafter set forth.
15
PRAYER FOR RELIEF
16
WHERFORE, Plaintiff prays for judgment against Defendant as follows:
17
1 For compensatory damages in an amount according to proof at trial;
18
2 For attomey's fees as provided by law;
19
3 For interest
as provided by law;
20
4, For costs
of suit; and
21
22 5. For such other and further relief as this Court deems just and equitable.
23 DATED: Sie RODARAKIS & SOUSA, APC
25 By.
26 eys for Plaintiff
W. Sloan
27
COMPLAINT
EXHIBIT A
¢
Sloan Enterprises Invoice
264I Street .
Date Invoice#
Los Banos, CA 93635
A A/6/2017 ito
BU To Ship To
Penoche Water Disirlet
52027
Wost Althea Ave
Flrebaugh,
Ca 93622
P.O. Number Terms Rep Ship F.0.B.
‘Not 30 8/2/2017
Quantity tem Code Description Pree Each
951.09 | Acre Fest 2016 Deficit - Haniburg Contrast 600.00, 370,654.00
Total $570,654.00
exhtprr A
EXHIBIT B
C
Sloan Enterprises Invoice
264I Street.
Date invoice#
Los Banos, CA 93635
ivi6/2017 WwW
BE To Ship To
Panoche Water District
52027 West Althea Avo
Firobaugh,Ca 93622
P.O, Number Tema Rep Ship Via F.0.B,
Net 30 9/2/2017
Quanity Hem Coda Price Each Amount
3,500} Acre Feet 2017 Hamburg contract 600,00 2,100,000.00
Total §2,100,600.00
exert
PROOF OF SERVICE
STATE OF CALIFORNIA, COUNTY OF FRESNO
At the time of service, I was over 18 years of age and not a party to this action. I am
employed in the County of Fresno, State of California. My business address is 7647 North Fresno
Street, Fresno, CA 93720.
On July 6, 2018, I served true copies of the following document(s) described as REQUEST
FOR JUDICIAL NOTICE IN SUPPORT OF DEMURRER TO PLAINTIFF’S COMPLAINT
on the interested parties in this action as follows:
George P. Rodarakis Marshall C. Whitney
RODARAKIS & SOUSA, APC Whitney, Thompson & Jeffcoach LLP
100 Sycamore Ave., Ste. 101 8050 North Palm Avenue, Ste. 110
Modesto, CA 95354 Fresno, California 93711
Telephone: (209) 554-5232 Telephone: (559) 753-2550
Facsimile (209) 544-1085 Facsimile: (559) 753-2560
10 grodarakis@rodsoulaw.com mwhitney@wtjlaw.com
nlee@wtilaw.com
ll
BY MESSENGER SERVICE: I served the documents by placing them in an envelope or
12 package addressed to the persons at the addresses listed in the Service List and providing them to
Eddings Attorney Services, a professional messenger service, for service.
13
I declare under penalty of perjury under the laws of the State of California that the foregoing is
14 true and correct.
15 Executed on July 6, 2018, at Fresno, California.
16
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Patricia Mata
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McCornick, BARSTOW,
‘SHEPPARD, WAYTE &
CaRRUTH LLP
7047 NORTH FRESNO STREET
FRESNO, cASI720,
Preview
E-FILED McCormick, Barstow, Sheppard, 7/6/2018 4:37 PM Wayte & Carruth LLP FRESNO COUNTY SUPERIOR COURT Gregory S. Mason, #148997 By: C. Cogburn, Deputy greg.mason@mcecormickbarstow.com Ben Nicholson, #239893 ben.nicholson@mccormickbarstow.com Vanessa M. Cohn, #314619 vanessa.cohn@mecormickbarstow.com 7647 North Fresno Street Fresno, California 93720 Telephone: (559) 433-1300 Facsimile: (559) 433-2300 Attorneys for Defendant, PANOCHE WATER DISTRICT SUPERIOR COURT OF THE STATE OF CALIFORNIA 10 COUNTY OF FRESNO ll 12 STEPHEN W. SLOAN, an individual, Case No. 18CECG00511 13 Plaintiff, REQUEST FOR JUDICIAL NOTICE IN SUPPORT OF DEMURRER TO 14 Vv. PLAINTIFF’S COMPLAINT 15 PANOCHE WATER DISTRICT, a California Date: August 22, 2018 water district; and DOES 1-100 inclusive, Time: 3:30 p.m. 16 Dept.: 503 Defendants. Judge: Hon. Kimberly Gaab 17 18 Action Filed: February 8, 2018 Trial Date: Not Assigned 19 20 Pursuant to Evidence Code (“Evid. Code”) §§ 450, ef seq., California Code of Civil Procedure 21 (“C.C.P.”) § 430.70, and California Rule of Court 3.1306(c), Defendant PANOCHE WATER 22 DISTRICT hereby requests that this Court take judicial notice of court records previously filed with this 23 Court. Defendants submit this Request For Judicial Notice in Support of Defendants’ concurrently-filed 24 Demurrer to Plaintiffs Complaint in the above-captioned action. 25 A trial court must take judicial notice of court records and/or papers previously filed with it 26 upon request by a party, where: (a) the requesting party gives each adverse party sufficient notice of the 27 request, through the pleadings or otherwise, to enable the adverse party to prepare to meet the request; 28 and, (b) the requesting party furnishes the court with sufficient information to enable it to take judicial McCormick, BARSTOW, ‘SHEPPARD, WAYTE & CARRUTHLLP 7047 NORTH FRESNO STREET FRESNO, CA93720 REQUEST FOR JUDICIAL NOTICE IN SUPPORT OF DEMURRER TO PLAINTIFF'S COMPLAINT notice of the matter. (Evid. Code, §§ 452(d), 453(a) — (b).) For the foregoing reasons, Defendants request that this Court take judicial notice of Plaintiffs Complaint, filed with this Court on February 8, 2018, a true and correct copy of which is attached hereto as Exhibit “A”, and which has been served upon Plaintiff in accordance with Evid. Code §§ 451 — 453. Dated: July 6, 2018 McCORMICK, BARSTOW, SHEPPARD, WAYTE & CARRUTH LLP ji By: [LMAMALELS UAL Gregory S. Mason 10 Ben Nicholson ‘Vanessa M. Cohn ll Attorneys for Defendant, PANOCHE WATER 122 DISTRICT 37472-00000 5220469.1 1 14 15 16 17 18 19 20 21 22, 23 24 25 26 27 28 McCormick, BARSTOW, SHEPPARD, WAYTE & CARRUTHLLP 2 7087 NORTH FRESNO STREET FRESNO, CA3720 REQUEST FOR JUDICIAL NOTICE IN SUPPORT OF DEMURRER TO PLAINTIFF’S COMPLAINT EXHIBIT “A” P. Rodarakis, SBN 222214 RODARAKIS & SOUSA, APC 100 Sycamore event Suite 101 Modesto, CA 95354 Telephone: Facamile: é 09) 544-1085 2 109) 554-5232 E-FILED 2/8/2018 2:59 PM FRESNO COUNTY SUPERIOR COURT Attomeys for Plaintiff Stephen W, Sloan By: K, Mendoza, Deputy SUPERIOR COURT OF CALIFORNIA COUNTY OF FRESNO 10 STEPHEN W. SLOAN, an individual, Case No. 18CECG00511 Il Plaintiff, COMPLAINT 12 v8. 13 PANOCHE WATER DISTRICT, a California water district; and DOES 1-100 inclusive, 14 Defendants. 15 16 Plaintiff Stephen W. Sloan (hereinafter "Plaintiff" or “Sloan") hereby alleges against Defendant 17 Panoche Water District, a California water district (hereinafter "Defendant" or "Panoche WD") as 18 follows: 19 GENERAL ALLEGATIONS 20 1 Plaintiff Sloan is, and at all times herein mentioned was, an individual residing in 21 Merced County, California, 2. Plaintiff is informed and believes and thereon alleges that Defendant Panoche WD, and 23 at all times herein mentioned was, a California water district duly formed and existing under the laws of| 24 this State, with its principal place of business located in Fresno County, California. 25 3. Plaintiff is ignorant of the true names or capacities of Defendants sued herein as DOES 26 1 through 100, inclusive, and therefore, sues such Defendants by such fictitious names, Plaintiff will 27 amend this Complaint to allege the true names and capacities of such Defendants if and when 28 COMPLAINT ascertained, Plaintiff alleges that each such fictitiously-named Defendant is responsible in some manner for the occurrences herein alleged, and that Plaintiff's damages as herein alloged were proximately caused thereby. 4. Plaintiff owns multiple agricultural wells situated on certain real property located adjacent to the Delta-Mendota Canal and on certain real property located adjacent to the Central California lrigation District's Outside Canal (hereinafter collectively referred to as the "Hamburg Wells"). 5 Since the early-1980s, Sloan has repeatedly entered into verbal agreements with Panoche WD for the purchase and sale and delivery of irrigation water from the Hamburg Wells to 10 Panoche WD. Sloan's communications for those agreements were always with Dennis Falaschi on li behalf of Panochs WD. 12 6. In or about 2015, Panoche WD's general manager, Dennis Falaschi ("Falaschi"), 13 approached Sloan and offered to purchase 2,500 acre feet of water per water year, for a period of three 14 years, at the rate of $800 per acre foot from the Hamburg Wells (hereinafter the "Agreement"), A 15 “water year” runs from March 1 to the last day of February the following year and the Agreement was 16 to commence on March 1, 2016, Panoche WD was periodically and as needed, request specific 7 quantities of water for delivery by Sloan. Sloan accepted. Sloan is informed and believes and thereon 18 alleges that the Agreement was presented to and approved by the Board of Directors for the Panoche 19 WD. 20 7. In or about 2016, prior to the delivery of any water, Sloan offered to modify the al agreement such that Panoche WD would purchase 3,500 acre feet of water per water year, for a period of five years, at the reduced rate of $600 per acre foot from the Hamburg Wells (hereinafter the "Modified Agreement"). Falaschi agreed to the modification. 24 8 During the 2016 water year, Panoche WD ordered and Sloan delivered 2,548.91 acre 25 feet of water. Sloan billed Panoche WD and Panoche WD paid, the rate of $600 per acre foot for that 26 water. Under the terms of the Modified Agreement, Panoche WD was required to purchase 3,500 acre 27 feet of water per year. For the 2016 water year, Panoche WD fell short of its purchase requirement by 28 COMPLAINT 951.09 acre feet of water. On or about August 2, 2017, Sloan sent an invoice to Panoche WD, charging for the deficit, A true and correct copy of Invoice #110, is attached hereto as Exhibit A. 9 Panoche WD failed to purchase any water for the 2017 water year. On or about August 2, 2017, Sloan sent an invoice to Panoche WD, charging for the entire 3,500 acre feet of water. A tre and correct copy of Invoice #111, is attached hereto as Exhibit B. 10, Panoche WD now denies the existence of the Agreement and/or the Modified Agreement. FIRST CAUSEOF ACTION (reach of Contract) [As Against All Defendants, and DOES 1 throngh 100, inclusive] 10 1. Plaintiff hereby incorporates by reference each and every allegation contained in the il preceding paragraphs, as though fully set forth herein and made a part hereof. 12 12. Sloan and Panoche WD entered into an Agreement and « Modified Agreement, wherein 13 Sloan agreed to deliver and Panoche WD agreed to purchase a specific amount of irrigation water, each 4 water year, for a period of years, at an agreed upon rate per acre foot, commencing on or about March 5 1, 2016. 16 13. The Defendant breached the agreements by failing to request and purchase the entire 17 allotment of irrigation water that it was required to purchase and accept deliver of under the 18 agreements, for the 2016 and the 2017 water years. 19 4. Sloan has performed each and every covenant and condition of the agreements, except 20 for those which the Defendant prevented Sloan from performing, or which were waived or excused by 21 the Defendant's breaches, anticipated breaches, and other misconduct, as alleged herein. 15. As a result of the Defendant's breaches, Sloan has been damaged in amounts to bs shown at the time of trial. 23 WHEREFORE, Plaintiff prays judgment against Defendant as hereinafter set forth. 25 ND 0) (Anticipatory Breach of Contract) 26 IAs Against All Defendants, and DOES 1 through 100, inclusive] 27 16. Plaintiff hereby incorporates by reference each and every allegation contained in the 28 preceding paragraphs, as though fully set forth herein and made a part hereof, COMPLAINT 17. Sloan and Panoche WD entered into an Agreement and a Modified Agreement, wherein Sloan agreed to deliver and Panoche WD agreed to purchase a specific amount of irrigation water, each ‘water year, for a period of years, at an agreed upon rate per acre foot, comme onncing or about March 1, 2016. Under the Agreement, Panoc WD was tohe purchase 2,500 acre feet of water per water year from Sloan, for a period of three years, at the rate of $800 per acre foot, Under the Modified Agreement, Panoc WD was tohe purchase 3,500 acre feet of water per water year from Sloan, fora period of five years, at the rate of $600 per acre foot. 18. During the 2016 water year, Defendant ordered 2,548.91 acre fest of irrigation water from Sloan and paid $600 per acre foot for said irrigation water. For the 2016 water year, Panoche WD 10 fell short of its purchase requirement by 951.09 acre feet of water, For the 2017 water year, Panoche 11 failed to order any irrigation water from Sloan. 12 19. In or about late 2017, the Defendant antic breached ipato the agreements rilyby denying 13 that any such agreem were ents entered into, thereby indicating it has no intention of honoring the 14 remainder of the term of on the Modified Agreement. 15 20. Sloan has performed each and every covenant and condition of the agreements, except 16 for those which the Defendant prevented Sloan from performing, or which were waived or excused by 17 the Defendant's breaches, anticipated breaches, and other misconduct, as alleged herein, 18 21, Asa result of the Defendant's anticipatory breaches, Sloan has been and will be 19 damaged in amounts to be shown at the time of trial. 20 WHEREFORE, Plaintiff prays judgment against Defendant as hereinafter set forth. 21 USE. @reach of Implied Covenant of Good Faith and Fair Dealing) {As Against All Defendants, and DOES 1 throngh 106, inclusive] 23 22, Plaintiff hereby incorporates by reference each and every allegation contained in the preceding paragraphs, as though fully set forth herein and made a part hereof, 25 23, Sloan and Panoche WD entered into an Agreemen and t 8 Modified Agreement, wherein 26 Sloan agreed to deliver and Panoche WD agreed to purchas a specific e amou of imigation nt water, each 27 water year, for a period of years, at an agreed upon rate per acre foot, commencing on or about March 28 1, 2016. COMPLAINT 24, All of the agreements between Sloan and the Defendant conta an implied ined covenant of good faith and fair dealing, which provided that each party would deal fairly with the other, and that neither party would do anything to deprive the other party of the benefits of the agreements, 25. The Defendant breached the implied covenant of good faith and fair dealing, by failing to request and purchase the entire allotment of irrigation water that it was required to purchase and accept deliver of under the agreements, for the 2016 and the 2017 water years. The Defendants has further breached the implied covenant of good fuith and fair dealing, by indica that it ting will not honor the remainder of years left under the agreements for it to perform thereunder. 26. Sloan has performed cach and every covenant end condition of the agreements, except 10 for those which the Defendant prevented Sloan from perfor or which ming, were waived or excused by 11 the Defendant's breaches, anticipated breaches, and other misconduct, as alleged herein. — 12 27. As a result of the Defendant's breaches, Sloan has been damaged in amounts to be 13 shown. at the time of trial. 14 WHEREFORE, Plaintif prays judgment f against Defendant as hereinafter set forth. 15 PRAYER FOR RELIEF 16 WHERFORE, Plaintiff prays for judgment against Defendant as follows: 17 1 For compensatory damages in an amount according to proof at trial; 18 2 For attomey's fees as provided by law; 19 3 For interest as provided by law; 20 4, For costs of suit; and 21 22 5. For such other and further relief as this Court deems just and equitable. 23 DATED: Sie RODARAKIS & SOUSA, APC 25 By. 26 eys for Plaintiff W. Sloan 27 COMPLAINT EXHIBIT A ¢ Sloan Enterprises Invoice 264I Street . Date Invoice# Los Banos, CA 93635 A A/6/2017 ito BU To Ship To Penoche Water Disirlet 52027 Wost Althea Ave Flrebaugh, Ca 93622 P.O. Number Terms Rep Ship F.0.B. ‘Not 30 8/2/2017 Quantity tem Code Description Pree Each 951.09 | Acre Fest 2016 Deficit - Haniburg Contrast 600.00, 370,654.00 Total $570,654.00 exhtprr A EXHIBIT B C Sloan Enterprises Invoice 264I Street. Date invoice# Los Banos, CA 93635 ivi6/2017 WwW BE To Ship To Panoche Water District 52027 West Althea Avo Firobaugh,Ca 93622 P.O, Number Tema Rep Ship Via F.0.B, Net 30 9/2/2017 Quanity Hem Coda Price Each Amount 3,500} Acre Feet 2017 Hamburg contract 600,00 2,100,000.00 Total §2,100,600.00 exert PROOF OF SERVICE STATE OF CALIFORNIA, COUNTY OF FRESNO At the time of service, I was over 18 years of age and not a party to this action. I am employed in the County of Fresno, State of California. My business address is 7647 North Fresno Street, Fresno, CA 93720. On July 6, 2018, I served true copies of the following document(s) described as REQUEST FOR JUDICIAL NOTICE IN SUPPORT OF DEMURRER TO PLAINTIFF’S COMPLAINT on the interested parties in this action as follows: George P. Rodarakis Marshall C. Whitney RODARAKIS & SOUSA, APC Whitney, Thompson & Jeffcoach LLP 100 Sycamore Ave., Ste. 101 8050 North Palm Avenue, Ste. 110 Modesto, CA 95354 Fresno, California 93711 Telephone: (209) 554-5232 Telephone: (559) 753-2550 Facsimile (209) 544-1085 Facsimile: (559) 753-2560 10 grodarakis@rodsoulaw.com mwhitney@wtjlaw.com nlee@wtilaw.com ll BY MESSENGER SERVICE: I served the documents by placing them in an envelope or 12 package addressed to the persons at the addresses listed in the Service List and providing them to Eddings Attorney Services, a professional messenger service, for service. 13 I declare under penalty of perjury under the laws of the State of California that the foregoing is 14 true and correct. 15 Executed on July 6, 2018, at Fresno, California. 16 17 Patricia Mata 18 19 20 21 22 23 24 25 26 27 28 McCornick, BARSTOW, ‘SHEPPARD, WAYTE & CaRRUTH LLP 7047 NORTH FRESNO STREET FRESNO, cASI720,